SEC EDGAR Filing Form

SEC EDGAR Filing Form

WHEREAS, Client Name: is an issuer required to file documents with the Securities and Exchange Commission through the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR"); and

WHEREAS, Service Provider Name: is engaged in preparing, formatting and submitting EDGAR filings on behalf of issuers and has agreed to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, certifications, and other material terms governing the preparation and transmission of specified EDGAR filings.

Filing Instructions

Company Name:    CIK Number:

SEC File Number (if any):    Reporting Period End Date:

8-K    10-K    10-Q    S-1    Other:

Filing Deadline (local time):    Requested Transmission Window:

Scope of Work

Exhibits, Attachments, and Supporting Materials

Payment Terms

Late Payment Fee (annualized):    Filing Fees Paid By: Client   Service Provider

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party upon written notice and a day cure period. Termination for convenience requires days' prior written notice.

Confidentiality

Each party shall treat as confidential all non-public information and materials provided by the other party in connection with the services, including draft filings and exhibits, and shall not disclose such information except to its officers, directors, employees, legal counsel, accountants, or third-party service providers who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully known by the receiving party prior to disclosure, or (iii) is required to be disclosed by applicable law or regulation, provided that the disclosing party is given prompt notice and reasonable cooperation to seek confidential treatment.

Representations, Warranties and Certifications

The Client represents and warrants that all information, financial statements, exhibits and other materials provided to the Service Provider for inclusion in an EDGAR filing are true, complete and accurate in all material respects and fairly present the matters they purport to describe. The Client acknowledges that the Service Provider will format, convert and submit documents to EDGAR based on the materials provided and, to the extent permitted by law, the Service Provider disclaims any liability for the substantive accuracy of Client-prepared content.

The Client authorizes the Service Provider to submit the specified filing(s) on Client's behalf and certifies that it has the authority to make such filing and to provide the representations contained in this Agreement. The Client further certifies that it will review all formatted filings prior to transmission and will provide written approval for final submission when required by the Service Provider's procedures.

Indemnification: The Client shall indemnify, defend and hold harmless the Service Provider and its officers, directors and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any untrue statement or omission of a material fact in materials provided by the Client, or (b) the Client's failure to perform its obligations under this Agreement, except to the extent such losses arise solely from the Service Provider's gross negligence or willful misconduct in submitting the filing.

Compliance with EDGAR Requirements

The Service Provider will exercise reasonable professional care to ensure filings conform to EDGAR technical specifications and will use commercially reasonable efforts to effect timely submission. The Service Provider will notify the Client of any electronic receipt, processing notices, or rejections received from EDGAR and shall, if requested and agreed, reprocess corrected filings; reprocessing and related work will be billed in accordance with the Payment Terms.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to choice-of-law principles that would apply the laws of another jurisdiction.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations, writings, and understandings. No amendment or modification of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

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